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                                                                      EXHIBIT 14

                                   AMTROL INC.
                             BUSINESS CONDUCT POLICY

                                   August 2004

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                            PRESIDENT'S STATEMENT ON
                       BUSINESS CONDUCT AND RESPONSIBILITY

      FROM TIME TO TIME IT IS HELPFUL TO REITERATE GENERAL COMPANY POLICY
REGARDING COMPLIANCE WITH LAW AND ETHICAL BUSINESS CONDUCT.

      THIS BOOKLET IS INTENDED TO SERVE AS A GENERAL GUIDE FOR EACH OF US ON
ETHICAL AND LEGAL BUSINESS CONDUCT AND OUR RESPONSIBILITIES TO THE COMPANY. IT
DOES NOT COVER ALL LEGAL AND BUSINESS ETHICS REQUIREMENTS -- AS SPECIFIC
QUESTIONS OR SITUATIONS ARISE, CORPORATE EXPERTS OR COUNSEL CAN BE MADE
AVAILABLE TO YOU FOR CONSULTATION. ALSO, MORE DETAILED COMPANY POLICY AND
PROCEDURE STATEMENTS MAY BE DISTRIBUTED ON SOME SUBJECTS IN THE FUTURE.

      ALL PERSONS TO WHOM THIS BOOKLET IS PRESENTLY DISTRIBUTED MUST CERTIFY AT
LEAST ONCE A YEAR THAT THEY HAVE RECENTLY READ THIS BOOKLET AND UNDERSTAND OUR
POLICIES CONCERNING BUSINESS CONDUCT. FAILURE TO COMPLY WITH THIS POLICY WILL BE
CAUSE FOR DISCIPLINARY ACTION OR TERMINATION OF EMPLOYMENT. IF YOU HAVE ANY
QUESTIONS AT ALL ABOUT THESE REQUIREMENTS, YOU SHOULD DISCUSS THEM WITH OUR
COMPANY COUNSEL, CHIEF FINANCIAL OFFICER, OR WITH ME. IF YOU OBSERVE ANY
INFRACTION OF THESE REQUIREMENTS, YOU MUST REPORT THEM TO THE COMPANY COUNSEL,
VICE PRESIDENT OF HUMAN RESOURCES, TO OUR CHIEF FINANCIAL OFFICER, OR TO ME.
ABSOLUTELY NO RETALIATORY OR NEGATIVE ACTION WILL BE TAKEN OR ALLOWED AGAINST
ANY INDIVIDUAL BECAUSE HE OR SHE NOTIFIES US OF SUCH INFORMATION.

      PLEASE REVIEW THE MANDATORY GUIDELINES PRESENTED HERE AND USE THEM IN YOUR
DAY-TO-DAY BUSINESS AFFAIRS.

                                             AL INDELICATO
                                             PRESIDENT

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NOTE:       THIS BUSINESS CONDUCT POLICY IS PROMULGATED FOR THE SOLE AND
            EXCLUSIVE BENEFIT OF AMTROL INC. IT MAY NOT BE USED OR RELIED UPON
            BY ANY THIRD PARTIES AND DOES NOT CREATE ANY EMPLOYMENT RIGHTS OR
            EMPLOYMENT CONTRACT OF ANY KIND. THIS POLICY SUPERSEDES ALL PRIOR
            POLICIES RELATING TO THE SAME SUBJECT MATTER AS DOES THIS POLICY
            BOOKLET. ALSO NOTE THAT THIS COMPILATION MAY BECOME OUT-OF-DATE.
            CONSULT OUR HUMAN RESOURCES DEPARTMENT TO ENSURE THAT THIS VERSION
            IS THE MOST CURRENT POLICY ISSUED BY THE COMPANY AND THAT CURRENT
            LEGAL REQUIREMENTS ARE INCLUDED OR OTHERWISE AVAILABLE TO YOU.

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                                    CONTENTS

<TABLE>
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                                                                                        Page
                                                                                        ----
<S>                                                                                     <C>
I.    CORPORATE POLICY CONCERNING BUSINESS CONDUCT                                        5

II.   ENFORCEMENT OF THE POLICY                                                           5
      REPORTING OF VIOLATIONS                                                             5
      DISCIPLINE FOR VIOLATIONS                                                           6

III.  ANTITRUST COMPLIANCE                                                                6
      IMPERMISSIBLE AGREEMENTS                                                            7
      DISCRIMINATORY PRICING                                                              9
      PREDATORY PRICING                                                                  10
      RECIPROCITY                                                                        10
      FOREIGN ANTITRUST                                                                  10

IV.   ENVIRONMENT, SAFETY AND HEALTH                                                     10

V.    EQUAL OPPORTUNITY; LABOR AND EMPLOYMENT LAW                                        12

VI.   POLITICAL CONTRIBUTIONS                                                            12

VII.  GOVERNMENT/DEFENSE CONTRACTING; IMPROPER PAYMENTS/GIFTS                            12

VIII. U.S. LEGAL CONTROLS ON INTERNATIONAL COMMERCE                                      13
      BOYCOTTS                                                                           13
      IMPERMISSIBLE CERTIFICATIONS                                                       14
      OTHER IMPERMISSIBLE ACTIONS                                                        14
      TAX IMPLICATIONS OF INTERNATIONAL BOYCOTTS                                         15
      REPORTING REQUIREMENTS                                                             15
      EXPORT CONTROLS; COMMODITY AND TECHNICAL
      DATA CONTROLS                                                                      15
      TREASURY EMBARGO CONTROLS                                                          16
      N.A.F.T.A.                                                                         16

IX.   COMPLIANCE WITH OTHER LAWS RELATING TO BRIBERY AND FOREIGN LAWS                    16

X.    RECORDS RETENTION                                                                  17

XI.   INTELLECTUAL AND PROPRIETARY PROPERTY                                              17

XII.  INTEGRITY OF FINANCIAL RECORDS                                                     19

XIII. COMPANY LOYALTY AND DUTIES OF EMPLOYMENT                                           19
      SPECIFIC POLICY APPLICATIONS                                                       20

XIV.  SPECIAL EMPLOYEE OBLIGATIONS                                                       21
</TABLE>

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                 I. CORPORATE POLICY CONCERNING BUSINESS CONDUCT

      THERE IS ONE BASIC OVERRIDING PRINCIPLE OF BUSINESS CONDUCT TO WHICH EACH
EMPLOYEE AND COMPANY AGENT IS EXPECTED TO ADHERE:

      COMPLIANCE WITH APPLICABLE LAWS - NO ONE SHOULD AT ANY TIME TAKE ANY
ACTION ON BEHALF OF THE COMPANY WHICH VIOLATES ANY LAW OR REGULATION. SECTIONS
III-XI OUTLINE BASIC REQUIREMENTS OF THE LAWS RELATING TO ANTITRUST, POLITICAL
CONTRIBUTIONS, EQUAL EMPLOYMENT, ENVIRONMENT, SAFETY AND HEALTH, CONTROLS ON
INTERNATIONAL COMMERCE, AND CERTAIN OTHER MATTERS. HOWEVER, THIS POLICY IS NOT
LIMITED TO THE MAJOR LAWS DESCRIBED HERE, BUT EXTENDS TO ALL LAWS AND
REGULATIONS THAT ARE APPLICABLE TO OUR OPERATIONS.

      BEYOND THIS OVERRIDING PRINCIPLE, WE AS A COMPANY MUST OPERATE HONESTLY
WITH EACH OTHER, OUR CUSTOMERS AND OTHERS WITH WHOM WE DEAL. ALL RELATIONSHIPS
AND COMMUNICATIONS WITH GOVERNMENTAL INSTITUTIONS MUST ALSO BE HONEST AND
FORTHRIGHT.

                          II. ENFORCEMENT OF THE POLICY

      It is the responsibility of every employee, agent and representative of
the Company to comply with all provisions of this Business Conduct Policy. (For
ease of reference, consultants, agents, representatives and temporary workers
are all referred to as "employees" in this booklet.) Each of you is responsible
for your own compliance, and supervisory personnel are responsible for
compliance of their subordinates. Possible violations of law or questions about
legal matters should be discussed with the Company's Counsel. The Vice President
of Human Resources and Chief Financial Officer are the Company employees
responsible for other compliance matters. These three individuals are our
Corporate Compliance Officers. Any questions or requests for assistance in
understanding and implementing this policy should be directed to the appropriate
Corporate Compliance Officer, or if you feel you cannot speak to them, to the
Company President.

      REPORTING OF VIOLATIONS. If you know or suspect a violation of this
Business Conduct Policy or the Company's related policies or procedures, you
must report that information immediately to your supervisor or one of the
Corporate Compliance Officers. If you believe the person to whom you have
reported the violation has not taken appropriate action, you must contact the
Company President.

      If you are involved in the violation, the fact that you reported it,
together with the degree of cooperation displayed by you and whether the
violation is intentional or unintentional, will be given consideration by the
Company in its investigation and any resulting disciplinary action. Although it
is preferred that you give your identity when reporting a suspected violation,
you may, in any case, in confidence and anonymously report suspected violations
by writing with sufficient particulars so appropriate action can be taken to the
Company's Counsel.

      No person reporting a violation will be made to suffer public
embarrassment or be subject to retaliation of any kind because of a good faith
report that he or she has made. Any employee of the Company who is responsible
for any reprisals against someone who in good faith reported known or suspected
violations will be subject to disciplinary action including termination where

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appropriate. In addition, the submission of reports which are known to be false
by the person making the report constitutes a violation of this policy and will
result in disciplinary action, including termination where appropriate.

      It is imperative that reporting employees not conduct their own
investigations, which may involve complex legal issues. Acting on your own may
compromise the integrity of an investigation and adversely affect both you and
the Company. The Company's Counsel is responsible for following up and further
investigating any suspected violations.

      DISCIPLINE FOR VIOLATIONS. Failure to comply with this Business Conduct
Policy can have severe consequences for both the individuals involved and the
Company. Accordingly, the Company will impose appropriate discipline for
violations including, where appropriate, termination of employment and
forfeiture of any benefits. Conduct which violates this policy may violate
federal or state law and may subject the individuals involved to prosecution,
imprisonment and fines. Failure of an individual to comply with this policy may
result in referral for criminal prosecution and reimbursement to the Company,
the government or any other person or entity for any losses or damages resulting
from the violation.

      To summarize, disciplinary action may be taken:

-     Against employees who authorize or participate directly and, in certain
      circumstances, indirectly in actions which are in violation of applicable
      laws and regulations and this Business Conduct Policy and related Company
      policies and procedures.

-     Against employees who fail to report a violation of applicable laws or
      regulations, this Business Conduct Policy or the Company's related
      policies or procedures or who withhold information concerning a violation
      of which they may become aware or should have become aware.

-     Against the violator's supervisors to the extent that the circumstances of
      the violation reflect inadequate supervision or lack of diligence by the
      supervising personnel.

-     Against Company personnel who attempt to retaliate, directly or
      indirectly, or encourage others to do so against an employee who reports a
      violation of this Business Conduct Policy or related Company policies and
      procedures.

-     Against employees who make a false report of a violation which is known by
      the reporting person to be false.

      As with all matters involving disciplinary action, principles of fairness
will apply. Employees who are thought to be in violation of Company policy will
be afforded an opportunity to explain their actions fully before any
disciplinary action is taken.

                            III. ANTITRUST COMPLIANCE

      Compliance with the antitrust laws is the policy of the Company and the
responsibility of each employee. Violations of the antitrust laws carry severe
penalties for both the Company and

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the individuals involved. Criminal violation of the antitrust laws is a felony.
A corporation convicted of a criminal violation can be fined up to $100,000,000.
Individuals found guilty of a criminal antitrust violation can be fined up to
$1,000,000 and sentenced to up to 10 years in prison. Additionally, in civil
actions, a court or the Federal Trade Commission can impose broad injunctive
relief against a Company found to have violated the antitrust laws. Such court
orders can sharply limit a Company's business freedom and give rise to severe
fines if violated. Moreover, private parties (such as injured customers) can sue
under the antitrust laws for three times the damages suffered.

      The purpose of the antitrust laws is to preserve our competitive free
enterprise system. They are based on the belief that the public interest is best
served by vigorous competition. It is the policy of our Company to comply with
the antitrust laws of the United States and of the various states. The antitrust
laws are complex and, in many respects, difficult to interpret and apply. Our
personnel in responsible positions, however, should clearly understand the basic
principles set forth below.

                            IMPERMISSIBLE AGREEMENTS

      The principal federal antitrust laws, the Sherman Act and the Clayton Act,
forbid, among other things, agreements that restrain trade or unduly limit
competition. You should view the following actions as constituting clear
violations of antitrust statutes:

      (a) To agree with one or more of our competitors to fix prices or service
charges or other terms - whether at existing levels, higher ones, or lower ones
- for whatever reason.

      (b) To agree with one or more of our competitors on what to bid, i.e., any
form of bid rigging.

      (c) To agree with one or more of our competitors to fix other terms and
conditions of sale, such as credit terms, quantity discounts, freight charges,
etc.

      (d) To agree with one or more of our competitors on allocation of
customers or markets, whether geographically or otherwise, or to agree on
customer classifications.

      (e) To agree with one or more of our competitors to fix production levels
or quotas.

      (f) To agree with one or more of our competitors or a customer or supplier
that we will not deal with some other person, whether that person is a supplier
or a customer, i.e., a group boycott. (While the Company generally may
unilaterally determine that it does not wish to buy from or sell to a particular
person, it is illegal to reach such a decision jointly with competitors,
customers or suppliers.)

      (g) To obtain the agreement of any of our customers fixing the minimum
price at which any of our products will be resold.

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      The following actions may also constitute violations of the antitrust laws
depending on the circumstances in which they are taken. Advice of counsel should
be sought before taking any of these actions:

      (h) To obtain the agreement of any customer that he or she will not resell
to a particular person or class, or in a particular area or territory.

      (i) To require any customer to buy Article A as a condition of selling him
or her Article B, i.e., a tie-in sale, or to obtain his/her agreement to buy
his/her requirements of a product from the Company, or to refuse to sell to
him/her because he/she does not buy Article A as well as Article B or because
he/she does not buy his/her requirements from the Company.

                                    IMPORTANT

      In the nature of things, it is difficult for the Government to prove by
direct evidence that there has been a collusive agreement between competitors.
Such an agreement would not often be put into writing, nor would there often be
direct oral evidence of such an agreement. Accordingly, some courts have decided
that the existence of an unlawful agreement or understanding can be inferred
from highly circumstantial evidence, if the general background is such that an
antitrust violation might seem likely. This rule creates a substantial risk that
individuals and companies actually innocent of wrongdoing may nevertheless face
serious antitrust problems because of careless or suspicious, even though
ultimately innocent, conduct.

      By way of example, but only by way of example, a prosecutor, litigant or
court may point to the following conduct as supporting the existence of an
illegal understanding or agreement:

      1. A statement by one competitor to another complaining of past
price-cutting.

      2. A discussion, whether face-to-face or over the telephone, with a
competitor concerning present or future prices, quantity discounts or other
terms of sale, or the classification of any customer or group of customers.

      3. The exchange with a competitor of future price schedules.

      4. A meeting of competitors (whether in a restaurant, hotel, club or
otherwise, and especially an informal "rump" session at a trade association
meeting) unless there is a clear understanding of what proper subject or
subjects are to be discussed.

      5. A discussion of costs with a competitor, profit margins, fees charged
or credit and billing practices.

      6. A discussion with a customer concerning purchase of other products from
the Company if such discussion is linked in any way with a threat, no matter how
veiled, of discontinuing that customer if it does not purchase such other
products.

      7. Pressure applied to any customer which might lead the customer to
adjust its resale price or even any discussion with a customer of resale prices.

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      8. A discussion with a customer concerning the prices another customer is
receiving or charging.

      In all these cases, even though there may in fact be no improper agreement
or understanding, a judge or jury could be allowed to infer that there has been
a violation. In short, in this area one cannot casually rely on the general
presumption of innocence.

      What has just been stated points out the importance of avoiding
carelessness in conversations and in drafting letters, memos, expense account
notations, etc., which, if ambiguous, might be wrongly interpreted.

      To sum up: it is necessary to avoid not only any action which may violate
the antitrust laws, but also any action which may give the appearance of such a
violation. The safest rules to use for everyday business situations are these:

      1. Do not discuss prices, costs, customers, markets or business conditions
with a competitor.

      2. Do not agree with a customer that he/she will raise the resale prices,
and do not discuss another customer's resale prices with a customer.

                             DISCRIMINATORY PRICING

      The Robinson-Patman Act deals with price discrimination, i.e., selling
basically the same product to different customers at different prices. The Act
also covers discrimination in the furnishing of special services or facilities
for the customer's use in the resale of a product, or special allowances to
obtain such services or facilities. In brief, the statute prohibits:

      (a) Price discriminations between purchasers of products of like grade and
quality where such discrimination may cause competitive injury to: (i) competing
sellers, (ii) purchasers who pay the higher prices, or (iii) those purchasers'
customers. There are two basic exceptions to the prohibition--one relating to
"cost justification", under which a lower price can be offered as a consequence
of certain cost savings which the seller realizes in dealing with a particular
customer, and the other relating to "meeting competition" situations, where a
lower price is granted in good faith to meet--but not beat--a competitor's
lawful lower price.

      (b) Commission or brokerage payments to a purchaser, or to an agent or
representative of a purchaser. (This provision is intended to prevent disguised
price discriminations in the form of commissions or brokerage payments to or for
the benefit of the purchaser.)

      (c) Discriminatory provision of services or facilities, or discriminatory
payments to help a purchaser obtain such services or facilities. The services or
facilities referred to are those used by the purchaser in the resale of the
product.

      (d) Inducing or receiving a price discrimination. (This section deals with
a purchaser's conduct, as distinguished from the provisions stated above dealing
with a seller's conduct.)

                                        9
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      The Robinson-Patman Act is more difficult to understand and apply than the
Sherman and Clayton Acts. Where questions of different prices or services are
involved, therefore, the matter should be referred to counsel for advice.

                                PREDATORY PRICING

      The antitrust laws prohibit below-cost pricing where such pricing is part
of an effort to gain or maintain a dominant market position. There may be some
circumstances where such pricing can be justified, but this is a complex and
dangerous area where advice of counsel should be sought.

                                   RECIPROCITY

      The United States Supreme Court has held that "reciprocity" (i.e.,
reciprocal buying practices) is one of the anti-competitive practices at which
the antitrust laws are aimed. Reciprocity is also an unsound business practice,
since it frequently distorts proper purchasing decisions. It is the policy of
the Company to purchase and sell products and services on the basis of the
commercial criteria of superior quality, suitability, efficiency, service and
price. No attempt should be made to use purchases or potential purchases by the
Company to promote our sales to any suppliers.

                                FOREIGN ANTITRUST

      At a minimum, you should assume that foreign transactions are subject to
the same antitrust strictures as apply in the United States. However, many
countries have or are developing stricter requirements with respect to many
types of business practices, including distribution agreements; patent,
copyright and trademark licenses; rebates and discounts, pricing policies and
other areas. In addition, the laws of the United States may apply to foreign
transactions if those transactions affect commerce in the United States. You
must obtain a compliance determination with respect to any foreign trade
activities that could be impacted by either foreign antitrust requirements or
those of the United States.

                       IV. ENVIRONMENT, SAFETY AND HEALTH

      Federal, state and local environmental laws regulate the emission of
pollutants into the atmosphere, the discharge of pollutants into surface and
ground waters, and the handling and disposal of wastes. Important Federal laws
in this area include the Resource Conservation and Recovery Act which
establishes a system for "cradle to grave" management of hazardous wastes and
the Clean Air and Clean Water Acts which extend broad protection to air and
water resources.

      Other laws also safeguard health, safety and the environment and it is
important that our Company complies with them. The Occupational Safety and
Health Act regulates both physical safety and exposure to conditions in the
workplace to prevent harm to employees. The Occupational Safety and Health Act
establishes specific industrial hygiene procedures, standards for communication
of precautions and hazards associated with substances that the Company uses or
produces and sells, required hazardous materials training and permissible
exposure limits for certain substances.

                                       10
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      The Toxic Substances Control Act regulates many products and raw
materials. Unless specifically exempted, every chemical the Company uses or
sells must have been listed on the Environmental Protection Agency's National
Inventory of Chemical Substances and Mixtures. The Company may not manufacture
or import a substance unless it is on the Inventory or must submit a
Premanufacture Notification to EPA at least ninety days before the proposed
manufacture or import. The Toxic Substances Control Act also requires the
Company to: (i) record all allegations of significant adverse reactions to
chemical substances and mixtures it uses or sells; and (ii) promptly report to
the Environmental Protection Agency any information that reasonably supports the
conclusion that a substance or mixture manufactured, processed or sold by the
Company presents a substantial risk of injury to health or the environment.

      All permit applications must be complete and truthful and all permit
requirements carefully followed. Required environmental controls and apparatus
must never be by-passed except as allowed by and in compliance with law. Under
various laws, spills of oil or hazardous substances exceeding defined reportable
quantities, including spills to sewers and air emissions, must be reported
immediately to the National Response Center or to other agencies if they are not
covered by a permit. IF YOU HAVE ANY SPILL OR DISCHARGE NOT COVERED BY A PERMIT,
NOTIFY A COMPLIANCE OFFICER AND CALL COUNSEL IMMEDIATELY TO ENSURE THAT ALL
LEGAL REPORTING REQUIREMENTS ARE MET.

      It is the policy of the Company to design, manufacture and distribute
products and to handle and dispose of materials in compliance with all
applicable laws, rules and regulations including those enacted to protect the
environment and the safety of the public and individuals. In addition, community
"right to know" laws require that information be available to the public on
chemical uses and releases and submitted to relevant agencies--care must be
taken to make sure these requirements are properly met.

      Every employee is expected to strictly adhere to this policy. Managers
have a special obligation to keep informed about legal standards and
requirements and to inform higher management promptly of any adverse situation
which may come to their attention.

      The Company is committed to eliminating recognized hazards from the
workplace, providing its employees with appropriate safety training and
complying with all applicable occupational safety and health laws and standards.
You are required to report any adverse health or safety incidents or conditions,
including broken equipment or machinery, missing or broken guards and accidents
to the person responsible for safety at each facility or a Corporate Compliance
Officer. All such reports will be investigated promptly, and appropriate
corrective action will be taken.

      The laws and regulations in this area are complex, and violation can
result in severe criminal and civil penalties for the Company and also for
individuals. If you are faced with an environmental, health or safety issue, you
should contact a Corporate Compliance Officer or designated legal counsel
immediately.

                                       11
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                 V. EQUAL OPPORTUNITY; LABOR AND EMPLOYMENT LAW

      The Company fully supports the principle of equal opportunity in
employment. The law forbids discrimination in employment on the basis of race or
color, religion, sex, sexual orientation, gender identity or expression,
disability, age, or country of national origin. In some jurisdictions in which
AMTROL operates other types of discrimination may be forbidden as well and all
employees must comply with the posted Company policy and laws that apply to
them. All employees must refrain from any activity that is meant to or in fact
causes unlawful employment discrimination in any aspect of a person's
employment, including decisions concerning recruitment, hiring, placement,
transfer, demotion, promotion, training, compensation, employee benefits,
discipline and termination.

      The Company's working environment must be free of all forms of unlawful
discrimination, including sexual harassment. Sexual harassment may include
unwelcome sexual advances, requests for sexual favors and verbal, physical or
visual conduct or conditions of a sexual nature that have the effect of
unreasonably interfering with an employee's work performance or which create an
intimidating, hostile or offensive work environment.

      All employees must comply with applicable laws concerning labor and
employment, including those relating to wages and hours. Contact the Human
Resources department for specific policies, procedures and requirements relating
to employee matters.

                           VI. POLITICAL CONTRIBUTIONS

      Political contributions by corporations, whether by direct or indirect use
of corporate funds, property or services are prohibited by Federal law and the
laws of most states.

      While individual participation in the political process and in campaign
contributions is proper and is encouraged by the Company, an employee's
contribution must not be made, or even appear to be made, with the Company's
funds, or be reimbursed from the Company's funds; nor should the selection of a
candidate or of a party be, or seem to be coerced, by the Company. Fines and
jail sentences may be imposed on those who violate the political contribution
laws, and the Company may be fined. All solicitations of employees and
individuals associated with the Company for contributions to any political
action committee must be accompanied by an explanation that such contributions
are voluntary, that no one will be adversely affected as a result of his or her
decision not to contribute, and that political contributions are not tax
deductible.

                  VII. GOVERNMENT/DEFENSE CONTRACTING; IMPROPER
                                 PAYMENTS/GIFTS

      Regulations pertaining to government contracting are complex. Therefore a
compliance review must be conducted and properly documented, and then reviewed
by the Chief Financial Officer, prior to any bid submission or proposal to any
government agency or government contractor.

                                       12
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      -     It is a criminal offense knowingly to make or cause to be made to
the government a false or fraudulent claim for payment orally or in writing
(including bids, proposals, and requests for payment). Data submitted to
government agencies and government contractors must be accurate, with estimates
clearly identified as such.

      -     Certifications of fact, including those relating to domestic origin
of goods, independence of pricing determinations and pricing relationships with
comparable customers, should be made only upon a good faith inquiry and an
informed belief that the certification is correct. Pricing and other terms
established for the contract must be followed.

      -     Federal law also prohibits offering, giving, soliciting and
receiving any form of bribe, rebate, gratuity or kickback in connection with a
transaction with the government. You should be aware that with respect to
government officials, it is not necessary that the payment be given with the
intent to influence that official to constitute a violation of law. Under the
Anti-Kickback Act, the Company must report to the government in writing whenever
it has reasonable grounds to believe that a violation has occurred.

      -     The Company may use only legitimate methods to obtain business or
contracts. It is a federal crime to seek, receive or use information the Company
is not authorized to possess, such as a competitor's price or bid information,
or confidential government information. Accordingly, even reasonable suspicions
regarding such information must be reported to the Chief Financial Officer, or
to the President immediately.

               VIII. U.S. LEGAL CONTROLS ON INTERNATIONAL COMMERCE

      All Company employees and representatives must comply with the applicable
laws of any foreign country in which the Company transacts business. In
addition, we must comply with all laws of the United States that apply to our
business conducted outside of our country, even if the foreign country itself
does not enforce these or similar laws.

                                    BOYCOTTS

      Various United States laws impose obligations on the Company in connection
with our relations with customers in countries engaging in international
boycotts. Principally, the laws relate to the Arab boycott of Israel, but they
apply to any boycott of a country friendly to the U.S. Under the Export
Administration Act, U.S. persons or firms are prohibited from taking or
knowingly agreeing to take certain specified actions with the intent to comply,
further, or support any unauthorized boycott. Under the U.S. Internal Revenue
Code, penalties may also be imposed against taxpayers agreeing to participate in
or cooperate with an international boycott or failing to make required reports.
These laws provide for criminal and civil penalties in addition to loss of tax
benefits.

                                       13
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                          IMPERMISSIBLE CERTIFICATIONS

      Following are certifications or statements which cannot be made by any
employee - except on prior approval of legal counsel:

      1. Certificate that the product is not of Israeli origin or from another
boycotted country (i.e., negative certificate of origin).

      2. Certificate that the Company's carrier is not blacklisted.

      3. Certificate that the Company's insurer is not blacklisted.

      4. Certificate or any statement relating to business dealings with or in
Israel or any other boycotted country, or any entity that is blacklisted
pursuant to an international boycott. This includes positive as well as negative
statements. (E.g., it is not permitted to say that the Company has dealings with
or in Israel.)

The following is an appropriate response to negative certificate requests:

      "We certify that the information contained herein is true and correct and
that the origin of goods is the United States of America. We further certify
that the raw materials, parts and labor used in their manufacture are of U.S.A.
origin. We acknowledge application of the laws of (boycotting nation) to this
transaction."

                           OTHER IMPERMISSIBLE ACTIONS

      In any transaction (purchase order, response to invitation to bid,
invoice, letter of credit, etc.), in or out of the U.S., by the Company, the
Export Administration Act prohibits the doing or agreeing to do any of the
following:

      1. Refusing to employ or otherwise discriminating against a U.S. person on
the basis of race, religion, sex or national origin. Example: agreeing not to
send Jewish employees to an Arab country.

      2. Discriminating against any corporation or other entity that is a U.S.
person on the basis of race, religion, sex or national origin of any owner,
officer, director, or employee of such corporation or organization.

      3. Furnishing information about the race, religion, sex or national origin
of any U.S. person, or of any owner, officer, director or employee of a U.S.
person.

      4. Furnishing information to the Central Boycott Office in Damascus or to
any other boycott office. Example: not even an annual report can be submitted.

      5. Furnishing information about our business dealings with others in
response to a boycott-based request or questionnaire.

                                       14
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      6. Refusing to do business with anyone for boycott-based reasons.

      7. Selecting suppliers or subcontractors on the basis of any boycott-based
blacklist or whitelist.

      8. Doing anything with intent to evade the boycott regulations. Example:
diverting orders to a foreign subsidiary or affiliate to accomplish transactions
otherwise not allowed.

                   TAX IMPLICATIONS OF INTERNATIONAL BOYCOTTS

      U.S. tax law imposes reporting requirements and tax sanctions for agreeing
to participate or cooperate with an international boycott. Specified executives
of the Company may be required to certify annually to the Tax Department as to
compliance with these laws.

      The tax law penalizes us if we agree to: (1) refrain from doing business
with Israel, Israelis, or Israeli companies; (2) refrain from doing business
with companies doing business with Israelis or Israeli companies; (3) refrain
from doing business with any Company on the basis of nationality, race or
religion; or (4) refrain from hiring anybody because of his or her nationality,
race or religion.

      In addition, the sanctions apply if we agree to refrain from shipping or
insuring with anyone who does not agree to cooperate with a boycott.

      The "agreement" may be in the "fine print" of a customer's purchase order,
the letter of credit or the shipping instructions. The agreement need not be in
writing, but may be implied from a Company's course of conduct. Once the
agreement is made, the tax sanctions apply not only to that year, but also to
all subsequent years during which the agreement remains in effect, unless the
tainted provisions are specifically renounced and the renunciation communicated
to the customer.

      As a general rule, the Company must report the receipt of any request for
action, if the purpose of the request is to support an unapproved boycott. It is
the mere receipt of a request and not the Company's response that triggers
reporting liability. If you become aware of any such requests, they should be
reported to the Company President.

                             REPORTING REQUIREMENTS

      As a general rule, the Company must report the receipt of any request for
action, if the purpose of the request is to support an unapproved boycott. It is
the mere receipt of a request and not the Company's response that triggers
reporting liability. If you become aware of any such requests, they should be
reported to the Company President.

             EXPORT CONTROLS; COMMODITY AND TECHNICAL DATA CONTROLS

      Under the Export Administration Act of 1979 and other laws, certain
commodities and technical data are subject to controls to further fundamental
national security, foreign policy, or short supply objectives. The prohibitions
generally apply to exports from the United States, trans-shipment of goods from
the country of original destination to a third country and exports of foreign
made goods with U.S. content. In addition, certain activities in support of
shipments by foreign

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<PAGE>

persons to embargoed countries or activities of foreign person engaged in
proliferation of weapons of mass destruction are prohibited. No exports of
commodities or data or provision of services in support for shipments of
commodities or data between foreign countries may proceed without an express
determination reviewed by counsel that all necessary licenses have been obtained
and reviewed and that such exports or services are not prohibited.

                            TREASURY EMBARGO CONTROLS

      The United States has imposed a variety of trade embargoes and other
economic sanctions that impact, in varying degrees, trade with certain countries
and certain specially designated individuals and companies in other countries.
These prohibitions are administered by the Treasury Department's Office of
Foreign Assets Control (OFAC). Before any Company products are exported or any
other transactions are entered into with foreign parties, a determination must
be made and reviewed by counsel that there are no applicable economic sanctions
that the transaction might violate.

      The OFAC also administers sanctions programs involving Libya, Cuba, North
Korea, Iran, Iraq, Syria, Sudan, Zimbabwe and Burma (Myanmar), certain persons
and entities connected with the former Federal Republic of Yugoslavia, areas of
the Republic of Bosnia and Herzegovina and the Western Balkans, highly enriched
uranium transactions, rough diamond transactions, designated terrorists and
international narcotics traffickers, Foreign Terrorist Organizations, and
designated foreign persons who have engaged in activities relating to the
proliferation of weapons of mass destruction.

      These restrictions vary and are subject to change and may affect imports,
travel, currency transactions, and assets as well as exports, and activities in
support of or facilitating transactions among foreign nationals. The
prohibitions may also extend to indirect conduct including arrangements through
third parties. Individual officers of other companies have been prosecuted for
violation of these regulations through alleged "conscious non-supervision" or
"willful blindness". Employees and Company agents with responsibility for
international activities should consult frequently to determine the legal
requirements applicable in this area, as they may change.

                                   N.A.F.T.A.

      The North American Free Trade Agreement provides that only goods
satisfying its rules of origin requirements are accorded preferential tariff
treatment. The rules are complex and include separate origin rules for
automotive goods. Prior to engaging in transactions covered by N.A.F.T.A. tariff
treatment requirements, it is essential that specific Company procedures,
including any Certificates of Origin that are issued, comply with all applicable
N.A.F.T.A. requirements, and that the Chief Financial Officer review the
procedures to be followed in these transactions prior to any tariff treatment
determination.

                   IX. COMPLIANCE WITH OTHER LAWS RELATING TO
                            BRIBERY AND FOREIGN LAWS

      1. The Foreign Corrupt Practices Act of 1977 prohibits bribing foreign
officials, with some narrowly defined exceptions. Bribery is the giving of money
or anything else of value in an attempt to influence unlawfully the action of a
public official that could affect Company business.

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<PAGE>

No employee in this country or in a foreign country should pay, offer or
authorize any bribe or make any other unlawful payment on the Company's behalf,
no matter how small the amount. This prohibition extends to services and
amenities and payments to consultants, agents or other intermediaries when the
employee has reason to believe that some part of the payment will be used for a
bribe or otherwise to influence government action. Excessive commissions or fees
may be evidence of a bribe. A foreign official may include an employee or agent
of a foreign government, political party officials and candidates for public
office.

      2. Payment (other than for purchase of a product) or giving of a gift of
other than nominal value to suppliers or customers or their agents, employees or
fiduciaries may constitute a commercial bribe, which may also be a violation of
law. Commercial bribery is also against the Company's policy and no employee may
engage in such bribery on the Company's behalf.

      3. It is the Company's policy to obey both foreign and domestic tax laws
and foreign exchange control laws. No employee should, on the Company's behalf,
enter into any transaction which the employee knows or reasonably should know
would violate such laws.

      4. Neither the Company nor its employees should assist any third party in
violating the laws of any country. This policy applies whether or not the
Company's assistance itself violates the laws of any country.

                              X. RECORDS RETENTION

      Company records must be retained consistently with a document retention
policy incorporating applicable legal requirements mandating holding periods for
certain types of records (these legally mandated holding periods include certain
tax records, environmental, safety and health records and other types of
documents). Steps must be taken to ensure that appropriate document retention
policies are available to relevant personnel and that the policies are
implemented. In addition to such general policies, care should be taken to avoid
destruction of any material that is the subject of a subpoena or document
request or relevant to an ongoing or threatened legal proceeding or government
investigation. If you have a question as to whether a record pertains to an
investigation or impending proceeding, you must contact counsel before disposing
of it. Note that records include not just documents but tapes, photos, computer
files and records in any form.

                    XI. INTELLECTUAL AND PROPRIETARY PROPERTY

      Various laws govern the use of material and/or information which may be
the subject of a trademark, patent or copyright or which may be treated as a
trade secret. The Company may use (pursuant to licenses) and own various
trademarks, patents, copyrights and trade secrets, now and in the future. To
protect the Company's rights, employees' use of all such intellectual property
must be in accordance with all applicable laws. Equally as important, the
Company is committed to not infringing the legal rights of third parties with
respect to trademarks, patents, copyrights and secrets owned by them.

                                       17
<PAGE>

      Patents and inventions have become increasingly important assets in our
business. Accordingly, all employees are required to adhere to the following
procedures:

      1.    Disclosure of Inventions.

            All Company employees should make a written submission to the
      Company's Counsel of any invention related to the Company's business which
      reasonably could result in a commercial product, a useable process, or an
      improvement in a commercial product or a useable process. An invention
      record form, available from the Engineering Department or Counsel should
      be submitted promptly after making an invention.

      2.    Notebooks and Other Records.

            All research and development work (including tests) on which you
      work should be recorded in ink in a bound notebook. All entries in your
      notebook should be dated and signed by you and by a witness who has not
      worked on the invention and who has read and understood the entry. Where
      record keeping is mostly on computer, hard copies of significant work
      should be made and kept. The computer printouts should be treated as
      important permanent corporate records and must be given to your supervisor
      if you leave the Company.

      3.    New Product Clearances and Design Change.

            It is Amtrol's policy to respect the valid intellectual property
      rights of others. New products and design changes to existing products
      must, therefore, be cleared for possible infringement of patents held by
      others. Any such new products or design changes must be brought to the
      attention of the Company's Counsel as soon as possible for two reasons (1)
      to guard against infringing rights of others and (2) to protect any
      inventions belonging to the Company. Do not wait until the new product or
      design has gone into production. (You should not wait or delay because,
      among other very important reasons, any publication or public use of an
      invention that takes place before the filing of a patent application in
      the United States may block foreign patent rights.)

      4.    Protecting the Company from Infringement Claims.

            If you learn of a patent that may have an impact on the Company's
      business, you must advise the Company's Counsel immediately.

      5.    Protecting the Company's Proprietary Rights and Trade Secrets.

            Whether or not you believe a proprietary matter may in the future be
      submitted for a patent application, you should take steps to protect it
      from unauthorized use by or disclosure to third parties. The Company's
      trade secret and proprietary information, including products in
      development, should only be conveyed to third parties pursuant to
      confidentiality and restricted use agreements prepared by counsel.

                                       18
<PAGE>

                       XII. INTEGRITY OF FINANCIAL RECORDS

      Financial records are the essential mechanism for controlling the
functioning of the Company in any area. The integrity of these records is
essential to this function. The following specific policies apply in this area:

      1. No false, artificial or fictitious entries may be made in the Company's
financial records.

      2. No undisclosed or unrecorded funds or accounts of the Company may be
established or maintained.

      3. No payment on the Company's behalf may be made with the intent that it
may be used for any purpose other than that described by the documents
supporting the payment.

      4. No dual or hidden set of official books may be maintained for any
purpose.

      5. The Company's receipts and assets may not be deposited or maintained in
any checking, loan, savings or other account or in a safety deposit or lock box
at a financial institution or other location or facility without the approval of
the Company President.

      6. Public Disclosure Obligations. As a company filing annual, quarterly
and other reports with the Securities and Exchange Commission, it is of critical
importance that our filings with the SEC be accurate and timely. Depending on
his or her position with the Company, an employee, officer or director may be
called upon to provide necessary information to assure that our public reports
are complete, fair and understandable. The disclosure process is overseen by the
Disclosure Committee, consisting of the President, the Chief Financial Officer,
the Controller and other members of senior management. The disclosure process is
designed to record, process, summarize and report material information to
securityholders as required by applicable laws. Participation in the disclosure
process is a requirement of a public company, and full cooperation and
participation by members of the Disclosure Committee, and, upon request, other
employees in the disclosure process is a requirement of this Business Conduct
Policy. The Company expects employees, officers and directors to take this
responsibility seriously and to provide prompt accurate answers to inquiries
related to our public disclosure requirements. All of our books, records,
accounts and financial statements must be maintained in reasonable detail, must
appropriately reflect the Company's transactions and must conform both to
applicable legal requirements and to our system of internal controls. Unrecorded
or "off the books" funds or assets should not be maintained unless permitted by
applicable law or regulation.

                 XIII. COMPANY LOYALTY AND DUTIES OF EMPLOYMENT

      Loyalty to the Company - No employee should be or seem to be subject to
influences, interests or relationships which conflict with the best interests of
the Company. This means avoiding any activity which might compromise or seem to
compromise the Company or the employee.

                                       19
<PAGE>

      A conflict of interest exists when an employee's duty to give undivided
commercial loyalty to the Company can be prejudiced by actual or potential
personal benefit from another source. No employee, consultant, agent or
representative of the Company may have a direct or indirect personal interest in
a party transacting business with the Company or in a transaction involving the
Company or in an entity with interests adverse to the Company without the
express consent of the Board of Directors.

      Disclosures of personal interest or other circumstances which might
constitute conflicts of interest must be made promptly by the employee to the
President of the Company and its Board of Directors. They will arrange for
resolution of a potential conflict in a manner best suited to the interests of
the Company and the individual. When an employee confronts a possible conflict
of interest, prompt and full disclosure is the correct first step towards
solving the problem.

                          SPECIFIC POLICY APPLICATIONS

      A few examples in which clear conflicts of interest are present are set
forth below. These should be taken as examples only; other situations may arise
which create impermissible conflicts:

      1. An employee who owns, directly or beneficially, a significant financial
interest in an actual or potential supplier of goods or services or in a
customer, or in a company in which the Company has an equity interest, may not,
without full disclosure and specific written clearance by the Board of
Directors, be assigned to a position in which the employee can influence
decisions with respect to business with such supplier, customer or company.
Likewise, a conflict of interest will be deemed to exist if such an employee
acts as a director, officer, employee, partner, consultant or agent of such a
business.

      Clearly included are employees who draw specifications for suppliers'
products or services; recommend, evaluate, test or approve such things; or
participate in the selection of, or arrangements with, suppliers.

      2. Accepting entertainment from an actual or potential competitor,
supplier or customer is prohibited.

      3. The acceptance of gifts, gratuities, special allowances, discounts or
other benefits not generally available to AMTROL is not permitted.

      4. No information obtained as a result of employment may be used for
personal profit or as the basis for a "tip" to others unless such information
has been made generally available to the public by the Company. This is true
whether or not direct injury to the Company appears to be involved. However, it
also embraces any situation in which undisclosed information may be used as the
basis for inequitable bargaining with an outsider. For example, a tip to a
friend about real estate property or a license which an employee knows is being
considered for purchase or development by the Company would constitute a
conflict.

      5. Appropriating for personal benefit a business opportunity that the
Company might reasonably have an interest in pursuing, without first making the
opportunity available to the Company.

                                       20
<PAGE>

      6. Outside activities that materially detract from or interfere with the
full and timely performance by an employee of his or her services for the
Company.

                        XIV. SPECIAL EMPLOYEE OBLIGATIONS

      1. Disclosure. No employee may disclose to anyone, or use, while employed
or thereafter, any Confidential Information concerning the Company except as
necessary to fulfill the obligations and perform the duties of the employee's
position with the Company. Confidential Information includes, without
limitation, information, knowledge or data about the Company's businesses, legal
matters and exposures and liabilities, processes, products, methods, formulae,
customers, customer-related information, prices, costs, business plans, legal
matters, know-how, machines, manufacturing, compositions, services, purchasing,
research and development, finance, data processing, engineering, inventions or
discoveries. Confidential Information includes information whether or not it
might be deemed a trade secret but does not include matters which are generally
available to the public.

      Changes in employment status do not change an employee's responsibilities
and obligations in relation to confidentiality, and upon leaving the Company's
employ for any reason, no employee may take, without the Company's written
consent, any drawing, document, record, copy, transcript or similar writing,
photograph or other printed, written or recorded matter embodying any
Confidential Information, and must turn over to the Company all such photographs
or other printed, written or recorded matter which are within the employee's
possession or control.

      2. Inventions and Patents. All inventions, discoveries, improvements,
trade secrets, innovations and ideas, whether patentable or not, which are or
have been made, conceived or discovered by any employee, individually or jointly
with others, during his or her employment, whether or not during working hours,
and within six months thereafter, and which in any way relate to the Company's
business, arise out of any work done for or any information or assistance
received from the Company, or relate to any actual or anticipated research or
development activity of the Company, are the Company's property (and are
referred to herein as "Inventions").

      All employees, in agreeing to comply with the terms of this Business
Conduct Policy in the attached certification form, assign to the Company any
right, title or interest he or she may have to any Invention and agree to
execute any and all documents necessary to effect such an assignment. All
employees must disclose promptly all Inventions to the Company and execute
promptly upon request, during or after employment, any documents to transfer
title, in any country, to any Invention, to the Company or its successors or
assigns or to enforce patents, trademarks or copyrights thereon. Employees must
also reasonably assist the Company in any litigation involving Inventions, or
the Company's patents, trademarks or copyrights with which they have been
materially involved.

Whether or not the Company owns an Invention made by any employee while
employed, if the employee uses any of the Company's equipment, supplies,
facilities or trade secret information to make or conceive the Invention, the
employee will be deemed to have granted the Company a royalty free right to
make, use and sell the Invention.

                                       21
<PAGE>

      3. Competition. No employee may render services, directly or indirectly,
either on his or her own behalf or for anyone else, in connection with any
equipment, product or service competitive to equipment, products or services
manufactured, designed, sold or supplied by the Company. No employee may serve
as a consultant to, or as a director, officer, employee, partner, agent or
representative of an organization, person or persons that are or potentially are
competitors of the Company.

                                       22
<PAGE>

                                   AMTROL INC.

                     BUSINESS CONDUCT POLICY - CERTIFICATION

Name

Address

      I certify that:

      1. I have read the booklet entitled AMTROL INC. Business Conduct Policy at
least once and fully understand my responsibility to comply with the
requirements, principles and policies contained in it. I agree as a condition of
my employment and continued employment to comply with all of the requirements
contained in this booklet. I recognize that my failure to comply with such
principles and policies will be cause for disciplinary action or termination of
my employment.

      2. Except as stated on the reverse side of this page, to my knowledge I
have not violated any local or foreign laws in connection with the business of
the Company and I am not aware of any such violation.

      3. I have no interest which might be deemed a conflict of interest under
this policy, except as stated on the reverse side.

Signature

Date

NOTE: RETURN THIS PAGE TO THE HUMAN RESOURCES DEPARTMENT IF YOU HAVE MADE NO
STATEMENT ON THE REVERSE SIDE. IF YOU HAVE A STATEMENT TO MAKE, RETURN IT TO THE
COMPANY COUNSEL.

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